Description of the Assets Sample Clauses
Description of the Assets. In this Agreement, the “Assets” means all of the following, but expressly excluding the Excluded Assets:
Description of the Assets. The Assets for each Station shall include, without limitation, all of the right, title and interest of the party transferring such Assets in, to and under the items described below. The party transferring Assets is sometimes referred to herein as the "Transferring Party"; and the party acquiring and accepting Assets from the Transferring Party is sometimes referred to herein as the "Recipient Party".
Description of the Assets. Petrobras and/or Petroquisa shall contribute to Braskem the following assets (the “Assets”):
Description of the Assets. The "Assets" consist of all the assets (other than the Excluded Assets) of any and every type whatsoever that are solely or primarily used or usable by Seller in conducting its GaAs Business including, without limitation:
Description of the Assets. To the extent associated with the respective Assigned Interest in the Assigned Interval, and further subject to the Excluded Assets and the other express limitations and reservations set forth herein and on Exhibits A-1 and A-2, the respective Assigned Interest shall include the following which together with the Assigned Interest in the Leases shall be collectively referred to herein as the “Assets:”
(a) the Leases and all rights resulting from the pooling, unitizing or communitizing of the Leases;
(b) an undivided 95% of STML’s interest in the four ▇▇▇▇▇ operated by XH, LLC whose units include North Block Leases and in which operations have either commenced or there exists an approved AFE therefor, and an undivided 5% of STML’s interest in that certain well also operated by XH, LLC whose unit includes South Block Leases, such five ▇▇▇▇▇ being more fully described on Exhibit A-3, such five ▇▇▇▇▇ being referred to herein as the “XTO Drilling ▇▇▇▇▇,” with the interest to be assigned in these five ▇▇▇▇▇ each being subject to separate operating agreements dated December 1, 2009(being a portion of the XTO Agreements, as such term is hereafter defined);
(c) to the extent related to the Assigned Interval, the Assigned Interest in the North Block share of all rights, titles and interest of STML in and to the seven operating agreements each dated December 1, 2009, and an eighth operating agreement dated February 1, 2009, each naming XH, LLC as operator with each of these operating agreements being described on the attached Exhibit A-4 (the “XTO Agreements”);
(d) to the extent related to the Assigned Interest in the North Block, an undivided 95% of STML’s rights, titles and interest in and to that certain wellbore for the ▇▇▇▇▇▇ 1-H well located in the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Survey A-186, Shelby County, Texas (API # 42-419-31554), which well is currently being drilled by STML, together with EnCana’s proportionate share of all equipment, personal property and fixtures associated with this assigned wellbore, it being understood and agreed by and between the Parties that STML will operate the drilling of this well until the Effective Date at which point, EnCana shall assume the role of Operator for such well with the understanding that EnCana shall operate this well thereafter including any Completion operations (as hereinafter defined), and to the extent related to the Assigned Interest in the South Block, an undivided 5% of STML’s rights, titles and interest in and to those c...
Description of the Assets. To the extent associated with the Assigned Interval, and subject to the Excluded Assets, the “Assets” are an undivided 65% of Sellers’ right, title, and interest in and to the following:
(a) the oil, gas, and other mineral leases described on Exhibit A (the “Leases”) together with the lands covered thereby or pooled, communitized, or unitized therewith (the “Lands”), but the Leases and Lands are limited to and include therein only the Assigned Interval;
(b) equal rights with Sellers to the right of ingress and egress and use of the surface of the lands covered by the Leases to the same extent currently owned or enjoyed by Sellers;
(c) a subsurface easement through, over, and across the Leases to the extent reasonably necessary for Buyer to enjoy the rights to be granted to it in the Assigned Interval;
(d) all rights, titles, and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations, and/or declarations) to the extent such affect the Leases and Lands;
(e) all easements, rights-of-way, servitudes, surface leases, surface use agreements, and other rights or agreements related to the use of the surface and subsurface as described on Exhibit B (the “Surface Agreements”), in each case only to the extent used in connection with the operation of the Leases and Lands and an equal right of use of Sellers’ rights, titles, and interests as to the instruments described on Exhibit B. Notwithstanding the provisions of this Clause 1(e), there is excluded from the matters described in this Clause 1(e) any such agreements and rights to the extent associated with any gathering system owned and operated by Sellers;
(f) to the extent assignable or transferable, an equal right of use in all permits, licenses, franchises, consents, approvals, and other similar rights and privileges (the “Permits”), in each case to the extent used in connection with the operation of the Leases and Lands;
(g) to the extent assignable or transferable, (i) all contracts, agreements, drilling contracts, equipment leases, production sales and marketing contracts, farm-out and farm-in agreements, operating agreements, service agreements, unit ...
Description of the Assets. The following properties and assets of the Seller: 1. $26,203.75 in cash at First State Bank Acct# ▇▇▇▇▇▇▇
Description of the Assets. All personal property and assets of the Borrower and the Guarantors, wherever located and now existing and owned, of every kind, nature and description, whether tangible or intangible, as follows: (i) all biologics manufacturing facilities, including upstream/downstream suites, QC/QA laboratories, analytical facilities, utilities, warehouse space, installed facilities upgrades and supporting infrastructure; (ii) all owned production equipment (stainless steel and single use), bioreactors, chromatography systems, chromatography skids, TFF units, freezers, incubators, analytical instrumentation, and supporting equipment; (iii) all furniture, fixtures, and equipment used in operations; (iv) all inventories of raw materials, work-in-process, buffer solutions, and finished goods; and (v) all intangible assets, including: (a) all SOPs, batch records, validation reports, master files, tech transfer packages, and manufacturing documentation, (b) all know-how, proprietary processes, analytical methods, and intellectual property; (c) all rights in domain names and trade dress related to the facility or CDMO operations; and (d) all software/IT systems (Master Control, NetSuite, Microsoft 360 and QMS systems) and associated licenses, to the extent assignable. Notwithstanding anything to the contrary contained in the Bill of Sale or in the Asset Purchase Agreement, and for the avoidance of doubt, the Seller is not conveying, and the Buyer is not receiving, any claims, rights, or causes of action that the Seller may have, or that may constitute collateral that the Seller would be entitled to recover with respect to, against the respective boards, management, employees, professionals, and advisors of the Borrower and the Guarantors, all of which shall remain property and/or collateral of the Seller.
Description of the Assets. A comprehensive list of the RSi Assets is set forth on Exhibit "C," attached to this Agreement and incorporated herein by reference.
Description of the Assets. The assets of ▇▇▇▇▇▇▇▇.▇▇▇ (hereinafter the "Assets" are as follows:
a) Ownership of the Internet domain name "▇▇▇▇▇▇▇▇.▇▇▇" is registered in the name of "Kaizen Works, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇" according to the records of InterNIC. ▇▇. ▇▇▇▇▇ warrants and represents that he has full title and ownership of said domain name and the assets it represents, as explained in the letters exchanged between ▇▇. ▇▇▇▇▇ and Mr. ▇▇▇▇▇ ▇▇▇, President of Kaizen Works, Inc. dated September 30, 1996 and May 22, 1997, respectively, as well as the certification dated February 2, 1999 of ▇▇▇▇ ▇▇▇▇▇▇▇, Esq., the court- appointed Trustee in bankruptcy of Kaizen Works, Inc. The aforementioned documents are attached hereto as Exhibits A, B and C.
b) Certain intellectual property and other property of the web site known as ▇▇▇▇▇▇▇▇.▇▇▇ which includes but is not limited to web pages and html documentation as well as applications hereby described as "Downloadable Shockwave Game Modules" and hereinafter referred to as "Sluggables." Each Sluggable represents a game module and is identified by the character(s) appearing therein. Presently and for the purposes of this Agreement, the property includes the following Sluggables:
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